| In contrast to a junior secured party in accounts, who may be |
| required in some special circumstances to undertake a search |
| under the "good faith" requirement, see Comment 5 to Section 9- |
| 331 [Maine cite section 9-1331], a purchaser of chattel paper |
| under this section is not required as a matter of good faith to |
| make a search in order to determine the existence of prior |
| security interests. There may be circumstances where the |
| purchaser undertakes a search nevertheless, either on its own |
| volition or because other considerations make it advisable to do |
| so, e.g., where the purchaser also is purchasing accounts. |
| Without more, a purchaser of chattel paper who has seen a |
| financing statement covering the chattel paper or who knows that |
| the chattel paper is encumbered with a security interest, does |
| not have knowledge that its purchase violates the secured party's |
| rights. However, if a purchaser sees a statement in a financing |
| statement to the effect that a purchase of chattel paper from the |
| debtor would violate the rights of the filed secured party, the |
| purchaser would have such knowledge. Likewise, under new |
| subsection (f) [Maine cite subsection (6)], if the chattel paper |
| itself indicates that it had been assigned to an identified |
| secured party other than the purchaser, the purchaser would have |
| wrongful knowledge for purposes of subsection (b) [Maine cite |
| subsection (2)], thereby preventing the purchaser from qualifying |
| for priority under that subsection, even if the purchaser did not |
| have actual knowledge. In the case of tangible chattel paper, |
| the indication normally would consist of a written legend on the |
| chattel paper. In the case of electronic chattel paper, this |
| Article leaves to developing market and technological practices |
| the manner in which the chattel paper would indicate an |
| assignment. |
